


“Thank You For Listening, Soundwave”

by ckret2



Category: Transformers - All Media Types, Transformers: Prime
Genre: Canon Divergence, Clip Show, Developing Friendships, Fix-It, Gen, Implied/Referenced Abuse, Plotting Mutiny, the 'fix-it' is to the mess that is Decepticon leadership, validating and supporting Starscream
Language: English
Status: Completed
Published: 2019-10-09
Updated: 2020-07-14
Packaged: 2020-11-28 00:58:01
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 7,886
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20957813
Author URL: https://archiveofourown.org/users/ckret2/pseuds/ckret2
Summary: If he’d stopped to think about it beforehand, Soundwave would have expected that the hardest part of starting a mutinous conspiracy would be convincinghimselfthat he wanted to help Starscream to overthrow Megatron. Certainly, convincing himself had been theslowestpart. Convincing Shockwave had been much faster.But no—it turned out that the trickiest bit was convincingStarscreamthat he wanted to overthrow Megatron.After everything Starscream had been through, perhaps that wasn't surprising.(Each chapter is standalone; ongoing continuity but no pre-planned plot arc/ending.)





	1. Chapter 1

**Author's Note:**

> Originally posted July 13.
> 
> Written to the prompt: "Something for TFP StarWaveWave conspiracy AU you talked about on tumblr?"
> 
> Indirectly inspired by [kurxo](https://kurxo.tumblr.com) by drawing Starscream being friendly with Soundwave and Shockwave. Fic is based on [that fanart and some posts I made](https://ckret2.tumblr.com/tagged/starwavewave%20conspiracy) about a potential Starscream + Soundwave + Shockwave conspiracy to overthrow Megatron; this fic is a setup for how such an alliance could come to be.

"Legend tells that it holds the power to revive the dead," Starscream said.

Megatron replied, "We require only a cadaver to be certain. Are you willing to make the ultimate sacrifice?" and Starscream cringed away from him, laughing nervously, deflecting the question.

Soundwave recorded.

Soundwave hadn't realized until that moment that so much of what he disliked about Starscream was how he shrank and shriveled and cowered in fear.

He hadn't realized until that moment that—even faced by the most highly-trained Autobot guerrilla force in history, by energon shortages and hungry soldiers, by carving out secret strongholds for the Decepticons on an alien world—he hadn't seen Starscream cringe once in the last three years.

Until now.

###

"Megatron's greatest mistake was ever allowing you to live, Prime!"

It was true. Soundwave didn't like the thought of Megatron making mistakes—but when he allowed himself to dwell on his leader's flaws...

Watching a dozen camera feeds from a bank of screens on the _Nemesis,_ Soundwave recorded. He recorded, spark rising in hope and disbelief and delight, as Starscream dove toward the defenseless Prime. He recorded, spark sinking back down into the dark, as Megatron intercepted Starscream before he could destroy their greatest enemy.

He recorded.

"But the Autobots—Optimus—right there, waiting for you!"

“My greatest mistake? I've made a few. But there is one I do not intend to make again!”

That should have been how Megatron announced that he was correcting his mistake by ensuring that the Prime did not live.

When that wasn’t what Megatron did, for a moment Soundwave didn’t understand.

He turned a camera toward the Prime, who was helpless and totally ignored. He turned another toward Megatron, hauling away the Decepticon that had nearly killed the Prime to thrash him instead.

Soundwave had a good idea how Starscream had earned Megatron's wrath. He told himself that Starscream deserved this beating. He told himself that it was a punishment proportionate to his crime.

He told himself this to avoid wondering why Starscream was a higher priority than their greatest enemy.

"N-no! Master!"

The Decepticons rose up to throw off their chains. Soundwave wondered why they called Megatron "master."

###

"I have been a fool. Made mistakes. Monumental ones. I now realize I was never destined to be leader, or even an equal partner. And, I am at peace with that. I have gained a clear understanding of my place in the universe. Of who I am. Of who I was always meant to be. Starscream: second in command, humble servant to Lord Megatron."

At Starscream's request, Soundwave recorded.

Soundwave told himself that this was as it should be, that this was something Starscream needed to learn. He tried to ignore the bitterness rising in his throat at Starscream's resignation to servitude.

The Decepticons rose up to escape servitude.

He told himself he only felt bitter because he knew Starscream was probably lying. He tried to ignore the slight comfort he felt at the thought that Starscream might still be hiding a defiant spark.

"Thank you for listening, Soundwave."

No one ever thanked Soundwave for listening.

###

"I know you can hear me."

Starscream's fugitive voice floated like a ghost through the halls of the _Nemesis_. Yes, at the other end of the labyrinth of halls, Soundwave could hear him.

"I'm only hungry. All I’ve come for is fuel. Merely a few cubes." He was so, so quiet. "Please, I beg of you, do not betray me. Recall how many millions of years we have been fellow officers—I'm sure I've never said it, but I truly hold you in the greatest esteem, and were the situation reversed I would certainly not betray you. And remember who gained you—gained all of us—that energon."

Soundwave thought of all the energon mines Starscream had located and established in three years, and all the mines Megatron had lost in half that time.

Soundwave thought of how they had convinced themselves that Starscream would be easy to replace; and how his replacement had challenged Soundwave to a fight, something Starscream had never dared nor desired to do, even when they had disagreed during Megatron’s long absence.

Soundwave thought of how Megatron had come home with Orion Pax unharmed and protected; and just as easily as Starscream, Soundwave had been replaced.

Soundwave recorded Starscream's whispered plea. And he told no one.

###

When a whole flock of Starscreams crept on board, and one whispered into the air, "I am, of course, still grateful for last time," again he recorded, and again he told no one.

When the flock attacked Megatron, Soundwave still wasn't entirely sure he'd made the wrong decision.

###

"Do not ever make me regret which one of you I spared."

Soundwave recorded.

So many of Megatron's recent changes to the chain of command seemed to be a notable step down. Airachnid over Starscream. Orion Pax over Soundwave.

Choosing Starscream over Dreadwing would have been a step up, if it had been the Starscream who led them calmly and competently for three years, shrewdly preserving their numbers and bolstering their fuel reserves, quietly respecting Soundwave’s competence and perspective even as he loudly complained about his specific opinions. But this broken, scared thing, who seemed more interested in winning Megatron's approval than winning the war, was just another step down.

Strange, but Soundwave hadn't thought Starscream had seemed so broken when he came home with the Omega Keys.

He reviewed his recordings.

###

"What should I call my new domain? New Kaon? Or perhaps 'Gilded Earth.'"

Soundwave recorded as the Prime sliced off Megatron's arm.

He recorded as the Prime’s blade swung down into the Omega Lock, so close that Soundwave could have reached out and touched it.

He recorded from where he had crashed to the ground as Cybertron's one hope of resurrection vanished in a ball of flame.

He recorded because he was too horrified to look away.

When Soundwave was on his feet again, too dazed from the blast and from sudden grief to begin to think about what to do next, he drifted, automatically, to stand at Starscream's back.

It was Starscream who snapped to his senses and seized control of the situation. Starscream who commanded Knock Out, "Attend to our master. He requires medical attention!" Starscream who sought the Autobots just in time to watch them retreat, and snarled, "Prime! He will pay for dooming Cybertron to remain a lifeless husk." Starscream who put a voice to the rage Soundwave couldn't speak. Starscream who, Soundwave realized, easily buckled under the threat of pressure, but always stood strong once it was actually applied—as he stood strong now.

It was Megatron who laughed. Megatron who said, "They can run, but they can never again run home." Megatron who spoke like he thought this was a victory.

Soundwave felt like he was standing at the correct mech's back.

###

Soundwave played back his recordings over and over. Megatron's every moment of charisma and heroism, his every moment of spite and malice. Starscream's every moment of cunning and caution, his every moment of self-doubt and self-interest.

Soundwave was grieving for Cybertron. He knew that. He wasn't thinking clearly. He didn't know whether his shaken loyalties were founded in a fair assessment of the current state of Decepticon leadership, or in the frustrated feeling that everything was slowly falling apart. Despite their new stronghold on Earth and the scattering of the Autobot forces, he felt like they were on the losing side. He feared he was being irrational.

But he didn't know what he alone could do to figure out the rational course of action. So he did what he'd always done: remain silent.

"I find myself in urgent need of good news, so please, Knock Out, tell me that you found something useful."

"Some things, my liege. And someone."

Enter the most rational mech Soundwave had ever met.

###

“But you will be pleased to know that I avenged your seeming demise by personally terminating the Autobot Cliffjumper.”

“Careful, Starscream. You may dislocate a landing gear patting yourself on the back.”

Soundwave found himself, again, standing just behind Starscream. When Megatron had been gone, he’d stood at Starscream’s back for years without thinking about it. Now that Megatron was back and he could compare, he was finding himself more and more comfortable standing at Starscream’s side than Megatron’s, and he could not quite identify why.

When they had left the room, Shockwave turned to Soundwave. “I am certain Starscream did not go out of his way to avenge me.”

Soundwave gave him a slight nod.

“Then if he performed, as it were, a mere incidental execution, why does he consider it so notable that he killed Cliffjumper?”

Soundwave displayed a graph on his face, with a label identifying it as a chart of every Autobot the Decepticons had killed since coming to Earth. The graph was empty. He zoomed in on the only month with a bar displaying a kill count higher than zero: one.

“Ah,” Shockwave said. “So he’s the only one who’s gotten anything done on Earth.”

Soundwave was relieved Shockwave thought so too.

###

From the exit to the flight deck, Shockwave watched as Starscream argued futilely with Predaking, who continued to do absolutely nothing that he ordered.

Soundwave lurked behind him and echoed Megatron’s words. “‘_Starscream, assume command of my beast._’ ‘_Starscream! You have failed me enough for one day._’”

“No, he hasn’t met with any success.” Shockwave turned slightly to glance at Soundwave. “But you wouldn’t expend the effort to point out something obvious like that.”

Soundwave shook his head; no, he wouldn’t. No, that wasn’t his intended meaning. He tried to rearrange the statement. “‘_Starscream! You have failed me enough for one day._’ ‘_Starscream, assume command of my beast._’” Was that clear enough? “‘_You have failed me_’—‘_assume command._’”

Shockwave tilted his head back as he puzzled over Soundwave’s meaning. “It is possible that Megatron anticipated Starscream’s failure before giving him the order?”

Soundwave nodded.

“Rather… self-defeating,” Shockwave said. “You think Megatron is deliberately sabotaging one of his first lieutenants.”

“_‘It is possible.’_”

“I have not witnessed Megatron displaying such self-destructive tendencies.”

“‘_Wouldn’t expend the effort to point out something obvious._’”

“Hm. True.” Shockwave watched silently for a moment as Starscream shrieked and cowered back from the Predacon’s enraged snarl. “You’ve been here longer than I. And see more than most. I will observe Megatron closely.”

Soundwave bowed his head. “‘_Thank you for listening._’”

###

"Soundwave. May I speak with you about our energon supplies? There appears to be a significant discrepancy in our record keeping."

Soundwave nodded warily to Shockwave, already wondering what new crisis they were about to face.

"For over two years, our quantity of energon mines—and, correspondingly, output of energon—has steadily declined. However, records indicate that our store of reserves has remained consistent. Do you know the reason?"

Soundwave slowly shook his head. He couldn't imagine. Who would tamper with the records? Surely he would have noticed any unauthorized meddling. And he could see their energon stores on his cameras; now that he thought about it, he couldn't remember noticing that they were any lower than usual. Yet they should be. Were his cameras compromised?

"Strange," Shockwave said mildly. "I will investigate further and update you on my findings."

When Shockwave found Soundwave later, he was pouring over old computer logs, looking for any indication that anybody had touched the inventory system who shouldn't have.

"I have found the reason for your consistent energon stores," Shockwave said. “Our Eradicon fatality rate has remained inversely proportionate to our energon production rate, such that the dwindling amount of fuel available to consume and the dwindling amount of soldiers consuming it have remained roughly equal."

Soundwave nodded, then remained still until Shockwave had moved on.

He punched a hole through his computer monitor.

For the first time in his life, he deleted some of his own surveillance footage.

###

“Even now, you do not criticize Starscream,” Shockwave commented, examining the mutated head of a Terrorcon Eradicon.

Soundwave shrugged. Did he have to? Soundwave felt that this debacle spoke for itself; it didn’t need Soundwave speaking for it.

“I am beginning to believe you are trying to persuade me of Starscream’s worth.”

Soundwave didn’t reply. He was doing no such thing; but he wasn’t trying to dissuade Shockwave, either. He was only reporting all of the little things he’d noticed—all of the little things he’d recorded—all of the little things that were otherwise so easy to overlook in the face of Megatron’s commanding presence and the way Starscream repeatedly fumbled under Megatron’s gaze—and waiting to see Shockwave’s judgment on how they added up.

“His recent behavior has been erratic,” Shockwave said. “And stupid.”

Soundwave remained silent.

Shockwave carefully set down the mangled head. “However, Starscream is not alone in that,” he said thoughtfully. “Perhaps he’s not even the worst offender.”

“‘_I have been a fool. Made mistakes. Monumental ones._’ ‘_My greatest mistake? I've made a few._’”

“Then you are measuring them against each other.”

Soundwave nodded slowly. “‘_I find myself in urgent need of_’—’_a clear understanding of_’—‘_Starscream!_’—‘_And,_’—’_Lord Megatron_.’”

“Hm.” Shockwave didn’t say more. But Soundwave remained, listening, all the same. Just in case.

###

“He left me for dead on Cybertron,” Shockwave said. “I am convinced that his reasons for doing so were logical enough—for the position he was in. However, I am not convinced that that they are sufficient for someone who would be the leader of an army.”

It was the first time Shockwave had directly broached the subject of Starscream hypothetically leading an army.

Soundwave almost suspected Shockwave resented Starscream for leaving him. He answered in Megatron’s voice: “‘_If Breakdown allowed himself to be captured by those smaller than him, weaker than him, he deserves whatever fate awaits him._’”

“I see.” Shockwave remained silent a moment, musing on that. “No, I don’t suppose Megatron would have been any more likely to rescue me than Starscream was.”

Soundwave played a video on his visor: Starscream speaking to Megatron, “‘_But Breakdown is a key player in our…_’“ and flinching back from Megatron’s snarl, “‘_uh… Your wisdom reigns supreme, Lord Megatron._’” Then the footage sped up, cutting between different cameras as Soundwave traced Starscream’s path through the Nemesis until he got outside and flew off without telling anyone.

Shockwave watched evenly. “No doubt, Starscream considered Breakdown a resource of some sort.”

No doubt. But Soundwave didn’t know that for certain—Starscream had never utilized Breakdown in any significant way.

Shockwave said, “I would far prefer the leader who does not consider his resources so quickly disposable over one mistake.”

Until the relief washed over him, Soundwave hadn’t realized how much he’d hoped Shockwave would lean in that direction.

“In your measuring of Lord Megatron and Starscream’s flaws… what do you intend to do if you conclude that Starscream is the better option?”

“‘_If you conclude,_’” Soundwave corrected. “‘_Your wisdom reigns supreme._’ ‘_I am_’—‘_an equal partner._’”

“Then I shall consider the matter carefully.”

###

Soundwave approached Megatron, and in Knock Out’s voice, said, “‘_My liege, we’ve located another of Shockwave’s Predacon energy signatures._’”

“Have you?” Megatron glanced at the map displayed on Soundwave’s face, then turned to glower across the bridge. “Starscream! A chance for you to redeem yourself after your string of recent mishaps.”

Starscream sucked in a sharp breath when Megatron shouted his name, but rallied quickly. “Yes, of course, master. I shall not disappoint you—you have my word.”

Megatron scoffed. “I don’t intend to give you the chance. Knock Out will be accompanying you, to see that you behave yourself.”

Soundwave tilted his visor back into Megatron’s view and displayed a new image: a range of steep mountains, with the red dot flashing atop one of the peaks. No place for a car. Megatron frowned, but said, “You’ll go then. I trust that you are more than capable of keeping Starscream in line.”

Soundwave bowed his head. Megatron had always had great faith in Soundwave. Soundwave had always been proud of that.

But he still remembered how quickly Megatron had shifted from venting his ire on Starscream to venting it on Knock Out once Starscream became unavailable.

And he still remembered how quickly Megatron had replaced Soundwave with Orion Pax.

He wondered how far down the line of officers Megatron would have to go before Soundwave became the next acceptable target; and how much was Megatron’s faith in him really worth, then, if it was conditional on maintaining a buffer of punching bags between them?

When they were well outside Megatron’s hearing range, Starscream turned to Soundwave and said, ”I assure you, I do not need to be 'kept in line.' The very thought is ridiculous!" Starscream laughed; it wasn't convincing. "It's the Autobots that we need to be wary of. You keep your watchful optics peeled for them while I retrieve the fossil, and we'll have no trouble at all!"

Soundwave thought Starscream was doing enough talking for the both of them, so he made no reply.

He transformed and waited for Starscream to follow suit before he opened a bridge; flew through; shut the bridge, immediately transformed back, and landed; and waited for Starscream, who’d shot off into the distance, to realize that Soundwave had stopped and circle back. “What’s the matter? Autobots?” Starscream looked around at the empty grassy plain. “Where’s the mountain range?” He transformed and landed as well. “Soundwave, are these the correct coordinates?”

Soundwave nodded.

A second bridge opened and Shockwave approached. Starscream took a step back, wings shooting up in alarm. His wings had been telegraphing his every mood since he came back from exile. “What’s going on?” he snapped. “Soundwave? What is this?” He crouched, clearly ready to spring into the air and transform.

Soundwave couldn’t fault Starscream for being wary. He’d had experience with being lured out alone to be tortured. Soundwave held up a hand toward Shockwave, gesturing for him to stop.

Shockwave halted. “We wanted to speak to you where Megatron can’t overhear.”

Starscream looked between them nervously. “Okay,” he said, uncertainly. “Why?”

“We have been analyzing the last few years of the Decepticons’ progress,” Shockwave said. “Or, rather, the Decepticons’ decline. We've been bleeding energon, soldiers, resources, and advantages. Our conclusion is that, without new leadership, the Decepticon Army will soon perish.”

Starscream flinched. “No, that’s impossible,” he said. “There’s—there’s hardly half a dozen Autobots. We’ve all but won the war on numbers alone.”

“‘_For over two years, our_’—‘_amount of soldiers_’—‘_has steadily declined._’”

Starscream studied Soundwave’s visor, then Shockwave. “You’re serious about this?” he asked. “But—no. You can’t possibly be. Are you?”

“Have you ever known me to play practical jokes?” Shockwave asked.

“‘_We require only a cadaver_’—‘_Megatron’s._’” There was no point in mincing words. Starscream needed to know they were past the point of mere hypothetical musing. The words Soundwave had just spoken were grounds enough for execution—if he was willing to risk saying them, then he was willing to risk putting them into action.

Starscream reeled back like he’d been struck, and started pacing. “You are. No. You can’t be serious.” He wrung his hands together fearfully. “You can’t! Especially not you.” He glowered at Soundwave. “You stopped me when I wanted to pull the plug on him—now, now you want him dead? Impossible.”

“‘_I have been a fool._’”

“Don’t you dare use my words against me! Why are you ready to betray him now when you weren’t when we had the chance?”

“‘_Megatron’s greatest mistake was_’—‘_dooming Cybertron to remain a lifeless husk._’”

For a moment, grief and rage flickered in Starscream’s optics—the same grief and rage that Soundwave felt every time he replayed the sword cutting through the Omega Lock—but then he squeezed his optics shut and shook his head, pacing faster. “This is all behind me. I am loyal to Lord Megatron, now! I’ve no interest in being a party to any—any attempted usurpations! I don’t know why you’d want me anyway,” he laughed a shade hysterically, “I can’t seem to do anything right lately—”

“‘_Megatron is deliberately sabotaging one of his first lieutenants._’ ‘_You_’—‘_see more than most._’”

Starscream’s optics flashed back on. He froze, face twisted in pain. For a moment he didn’t speak.

Soundwave took a step closer. Starscream stepped back. “You’re mocking me,” he hissed, voice thick.

“Your confidence has been damaged,” Shockwave said. “Deliberately and systematically, I believe, from my review of your recorded session with the cortical psychic patch.” Starscream flinched. “Nevertheless, we both believe that you are capable of recovering and would serve our needs where Megatron would not.”

“‘_Starscream is the better option_’—‘_for_’—‘_the leader of an army._’”

His wings lay flat and trembling along his back. His face contorted through several expressions in rapid succession—confusion, hope, fury, despair—but settled on distrust. “This is clearly a trap. You’re trying to lure me into saying something compromising so you can snip the recording out of context and tell Megatron I’m up to my old tricks.”

Soundwave tipped his chin up, catching Starscream’s attention so he’d notice the little red dot he’d started blinking in the corner of his visor—yes, it was true, he was recording as always—then unfolded Laserbeak just far enough from his chest to extract a slim data drive with a tiny microphone. It had a matching blinking red light; it was still recording.

“We had thought you might fear that,” Shockwave said. “An offering of mutually-assured destruction.” Soundwave held out the drive. “Should you agree to assist us and we betray you, you can present your own evidence to Megatron. We will go down together.”

Starscream took one step toward Soundwave, hesitated, then took another, hand stretched out to slide the drive from Soundwave’s fingertips—as though he was afraid to get too close to him. “And if I go and present this recording to Megatron right now?”

“If you’re right that this is a trap, then you will win Megatron’s favor for passing his test,” Shockwave said. “If our offer is sincere, you’ll still win his favor for exposing two traitors.”

“And if this is indeed a test and I keep the recording, I doom myself.” Starscream’s hand squeezed tight around the drive. “Then there’s no reason for me not to take it to him right now, is there?”

“‘_A chance for_’—‘_personally terminating_’—‘_Megatron._’”

He continued to stare at the drive in his hand, expression still dark and distrustful.

Soundwave was sure Megatron hadn’t broken him all the way. Somewhere in him, he still wanted this—whether for a chance to lead or just for a chance to get out from under Megatron, Soundwave didn’t know. But he did want it.

But he couldn’t trust it enough to take the chance.

And Soundwave didn’t blame him.

Soundwave took a slow, cautious step closer, and whispered, as soft as a ghost carried on a breeze over the plain: ”’_Please, I beg of you, do not betray me._’”

Starscream sucked a breath in.

“‘_Recall how many millions of years we have been fellow officers—I'm sure I've never said it, but I truly hold you in the greatest esteem_’—”

"Don't," Starscream hissed. "I said whatever I thought I had to, you can't blame me—"

“—‘_and were the situation reversed I would certainly not betray you._’”

Starscream fell silent.

He stared at Soundwave, then at the drive in his hand.

"No," he said softly. "You didn't betray me."

He slid the drive away into a wrist compartment, and looked up at the two of them. "So. If we go down, we all go down together—is that the deal?" He spoke now with some facsimile of the bravado he used to be able to wear before his exile—it was a haggard, worn, jaded bravado now, but it was reassuring to see it back on Starscream all the same.

"That seems the most mutually acceptable arrangement," Shockwave said.

"'_Acceptable._'" Soundwave nodded. "'_Deal?_'—'_Are you willing to make the ultimate sacrifice?_'"

Starscream shuddered at Megatron's words; but, all the same, he nodded. "As long as I don't have to risk making it by myself."

With Shockwave’s voice, Soundwave promised, "'_Starscream is not alone._'"

**Notes for the Chapter:**

> Original post available on [tumblr](https://ckret2.tumblr.com/post/186252055212/anon-something-for-tfp-starwavewave-conspiracy-au). Comments/reblogs there are very welcome (as are comments here)!


	2. Chapter 2

**Summary for the Chapter:**

> Starscream, Soundwave, and Shockwave meet to conspire against Megatron—and it dawns on Soundwave that even now, his first instinct is still to unfairly judge Starscream.
> 
> It's high time he unlearn that knee jerk reaction.

**Notes for the Chapter:**

> I got a request over on tumblr "to see 'Thank You For Listening, Soundwave' continued and see their developing camaraderie." I set this so that it's still early on in their conspiracy, so they're still occasionally sniping at each other due to Who They Are As People but there are glimmers of a few moments of budding friendship.
> 
> Most importantly: Starscream gets supported and validated.

"And where are _you _going?"

At Megatron's growl, Soundwave looked away from his workstation toward the brewing conflict.

Starscream froze halfway across the walkway to the _Nemesis_ bridge's exit, shoulders hunched fearfully and wings trembling; then he spun around to face Megatron, wings snapping down against his back, knees bent to make himself smaller, hands curled over his chest. "I was—just—I was simply—I was going to assist Shockwave! With—with the things he... needs assistance with."

Soundwave fought the urge to shake his head in disappointment. One sentence and Starscream was already collapsing like a tin foil table. _And _he'd brought Shockwave's name into things.

"A likely story!" Megatron snarled, advancing on Starscream. Soundwave stayed at his station, watching, recording how Megatron's plates loosened and separated to broaden his shoulder width, how Starscream's pulled in tight as he shrank.

"I-it's true! I swear it, master!" Starscream took a hesitant, jerky step back, torn between backing from Megatron and not making it look like he was trying to flee toward the exit. "Ask Shockwave yourself! He'll confirm it!"

Megatron paused, then snorted, turning heavily so one foot scraped loudly on the bridge's walkway. Starscream cringed at the sound. Soundwave maintained his stoic posture.

"Comm Shockwave," Megatron snapped, not even glancing at Soundwave. Without looking away from Megatron or Starscream, Soundwave activated his console via hardline cable.

Soundwave could see Shockwave appear as he answered the comm, both through the cable and through his own optics as he viewed Megatron's console at an angle. Shockwave nodded slightly. "Lord Megatron. What do you require?"

"Nothing at the moment," Megatron said, much of the growl in his voice smoothed out, his tone almost light. With a gesture, he coldly instructed Starscream to remain back and out of view. (Soundwave should have directed Shockwave's call to a console that would have shown a clear view of the whole bridge, Starscream included.) "Rather, I'm calling to ask what _you _need. Do you currently require any assistance in your lab?"

One of Shockwave's finials flicked in confusion, but his steady gaze never wavered. "No."

Starscream flinched. He opened his mouth to protest, but was silenced without getting a syllable out by another sharp gesture of Megatron's hand.

Megatron laughed humorlessly. "No? Interesting!" He turned threateningly toward Starscream.

"Ex_cuse _me?!" Starscream snapped, trying to sound indignant but mainly sounding slightly hysterical.

Shockwave's finials flicked in confusion again.

Could Soundwave get a coded message to Shockwave without being noticed? No, not while wired into the _Nemesis_, it would record any transmissions he made and he didn't want to risk scrubbing the record from the system and making himself look suspicious. Better to look like he had nothing to hide. He unplugged from his station and stepped into view of the video comm to Shockwave. "'_And where are _you_ going?_' '_I was going to assist Shockwave! With—with the things he... needs assistance with._'"

Shockwave's optic flashed brighter in understanding. Voice perfectly even, he said, "That's correct. I don't need further assistance because I have already requested Starscream's. Have you called to inform me that he is delayed?"

Megatron froze, one hand already curled under Starscream's chest armor to lift him. (So fast. Had Megatron started escalating his violence more quickly? Or had Soundwave never noticed until now?) He dropped Starscream back to the ground. "Starscream was just leaving," Megatron said, his voice rumbling low in his engine.

Starscream didn't dare twitch, much less bolt for the exit, until Megatron had turned away.

Soundwave watched until Starscream was in the hall, then spoke in Megatron's voice. "'_Soundwave!_' '_Monitor him._'"

"Good idea. Make sure Starscream doesn't take any _detours _on the way to Shockwave's lab."

Soundwave bowed his head and followed Starscream into the hall.

Starscream was waiting anxiously for Soundwave at a corner—foolish, Starscream was going to draw attention to them—and started walking once Soundwave had caught up with him. He reached out for Soundwave's shoulder. "I appreciate your intervention on my beh—"

Soundwave jerked away from Starscream coldly. Not on the ship. Soundwave knew better than anyone just how thorough the _Nemesis_'s cameras were.

Starscream flinched back from Soundwave, then fell silent.

###

When the space bridge to Shockwave's lab entrance shut behind them, Soundwave returned the gesture by elbowing Starscream's forearm. Starscream flinched again.

Soundwave bowed dramatically, chirping in Knock Out's voice, "'_You're welcome!_'"

Starscream looked at him in confusion for a moment—then apparently figured out what Soundwave was talking about and favored him with a crooked, self-conscious smile. "Right. I suppose you couldn't have said that on the _Nemesis_, could you?" He laughed ruefully.

They headed into Shockwave's lab.

###

"You blundering fool!"

During the brief walk from the entrance to Shockwave's lab proper, Starscream's mood had progressed from "mild sea breeze" past "tropical storm" and all the way to "category 5 hurricane." Soundwave had watched in amazement as Starscream had worked himself up in preparation for the coming confrontation.

Starscream continued his tirade before Shockwave had fully turned to face them. "That stunt of yours earned me a near death experience!"

Shockwave set down the Predacon fossil he'd been tooling with. Wouldn't drag himself away from his work until the exact moment his guests arrived, would he? "'Stunt'?"

"Telling Megatron you didn't need any workers! He nearly made scrap parts out of me because of you!"

Soundwave circled behind Starscream and to the side, moving to a point where he'd form an equilateral triangle with Starscream and Shockwave, the same distance from them both so he could referee the pending argument—or, if necessary, intervene. He doubted it would come to blows—Starscream didn't start physical fights he wasn't confident he could win no matter how irate he was, and it took far more than a couple of overblown accusations for Shockwave to lose his cool—but it paid to be cautious.

"That was not my intention," Shockwave said. "I thought that Megatron intended to send further Eradicon assistants to the lab. If he did, they would have stumbled in on our meeting. I had no way to know that you'd diverged from our agreement to secrecy by telling Megatron you were coming here."

"So it's _my_ fault, is it?!" Starscream drew his wings up; the tips were quivering in anger. "The fact that the call came mere moments before our planned meeting should have tipped you off to the fact that something was up, you should have been able to reason out why he'd suddenly called!"

"My reasoning was logical."

Soundwave flashed a 37 on his visor as he updated his "Shockwave's usages of the L-word during conspiracy meetings" counter.

"Oh!" Starscream flung his hands up. "How convenient that _you_ are the sole arbiter of what is and isn't logical, if it means you can declare your _own_ reasoning logical on anything you say!"

"Do you think that I would knowingly say something I _don't_ think is logical?"

The question took the wind out of Hurricane Starscream. "Well, er... no."

Shockwave slowly nodded, as if that settled the whole issue.

Starscream glanced morosely at Soundwave for support, saw the 38, and fought back a smirk. "I'm beginning to think you're enjoying that bit."

In Starscream's voice, Soundwave replied, "'_It will do_'—'_Shockwave_'—'_good to expand his vocabulary._'"

"I couldn't agree more!" Starscream said, beaming.

Shockwave shook his head. "I maintain that the usage of this counter is extremely..." He paused as Soundwave threateningly flashed a 39 on his visor, and finished, "... silly."

Silly or not, it had helped drag Starscream out of his outrage—and, just as importantly, reminded him that Soundwave was a neutral party, not _Shockwave's ally_. He tended to calm down faster when he knew not everyone in the room was ganged up against him—and, Soundwave had found, Starscream had trouble remembering that he was among allies on his own. Soundwave feared that Starscream had grown far too used to being in rooms full of mechs who might have not a single thing in common except their hatred for Starscream.

Soundwave wiped the silly counter off his visor. "'_Shockwave_'—'_should have been able to_'—'_know that you'd diverged from our agreement._' '_Shockwave_'—'_had no way to_'."

Shockwave tilted his head as he paused to untangle Soundwave's meaning from his quotes. "That _is_ a danger," Shockwave agreed. "One which will no doubt become more pertinent the deeper we get into our plans. We'll need a way to update each other on any changes in the alibis we present to Lord Megatron in order to avoid accidentally contradicting each other in the future."

"The easiest way, of course, would be to just comm each other. But the _Nemesis_ will keep a record of any comms," Starscream cast a sideways glance at Soundwave, "and Soundwave has already helpfully _declined_ to scrub any transmissions we make to each other from the records."

"'_To scrub any transmissions_'—'is_ a danger_.'"

"Then is there a way to avoid being recorded in the first place?!"

Soundwave tilted his head, an ellipsis displaying on his visor as he thought. To do that, they'd need to have some sort of interpersonal comm system that didn't go through the Nemesis's system. Soundwave could set one up, but it would be difficult to get all the resources to set up a powerful enough system by himself without Megatron wondering why Soundwave was distracted from his usual duties... "'_Good idea._'" He gestured at both of them. "'You_ are_'—'_going to assist._'"

Shockwave nodded. Starscream considered the request a moment—eyes darting to the side, wings twitching, mouth twisted into a grimace—probably, Soundwave suspected, as he thought over the risks that agreeing would entail. But he nodded as well.

Shockwave said, "Then this matter has been resolved until you"—he glanced at Soundwave—"tell us what assistance you need."

Soundwave nodded.

"Keep us updated on your progress," Shockwave said. "Shall we proceed to our pre-planned business?"

Their positioning shifted from a three-way showdown to a group huddle, now that Starscream and Shockwave weren't facing off against each other but moving near Soundwave to watch surveillance footage he'd collected of the troops.

Last time, they had left off with discussing potential co-conspirators to bring into their fold. After all, this would be easier with allies. Soundwave had monitored the troops' chatter for any hints of mutinous thoughts they could capitalize on, but he had found little promising and didn't hope to find more with future monitoring; the troops knew Soundwave listened to all, and any less-than-loyal Eradicons had either long been culled or learned to stay silent. He could hardly tempt them into speaking more freely without tipping his own hand.

"Perhaps you could feign an outage in the surveillance system?" Starscream mused. "Find a way to frame the Autobots. See what the troops say when they think no one's listening in?"

"If necessary, you could combine it with whatever you need to do to set up our separate, secure communication system," Shockwave said.

Soundwave nodded slowly. It was a definite possibility. He wasn't willing to risk long-term continuous tampering with the _Nemesis_'s surveillance, but for a one-off incident, Megatron would take anything Soundwave told him about the surveillance system at face value.

Starscream had used the time since their last meeting to sound out Knock Out—whom Soundwave had been unsurprised to learn had deliberately and knowingly acted as Starscream's co-conspirator the last time he'd made an attempt on Megatron's life. (Last meeting, Soundwave had put his hand over Laserbeak and his spark in a pantomime of faux shock at the revelation that Starscream had previously been part of _another _conspiracy against Megatron. Starscream had replied wryly, "And you'll never guess who I've got on my side this time.")

But this time, Starscream reported, when he'd vaguely floated the idea of a hypothetical mutiny—_quite _circumspectly, he reassured Soundwave and Shockwave—Knock Out's response had been far more cool. So Starscream had dropped the topic.

The news was unfortunate. Getting the ship's medic on their side could be huge, and Knock Out had seemed like their most likely convert. Starscream spent most of the summary of his discussion sighing wearily, but ended with a resigned, "Despite his prior complaints, perhaps Knock Out has grown too loyal to Megatron to be of any use to us."

"'_Perhaps Knockout_'—'_is_'—'_beginning to think_'—'_Starscream_'—'_has grown too loyal to Megatron_'—'_despite his prior_'—'_near death experience._'"

Starscream grumbled, but conceded, "I suppose I have been rather... _demonstrative_ in my professions of loyalty lately. I don't want him to suspect anything, after all."

Soundwave refrained from pointing out that Starscream's professions of loyalty had started long before his conspiring against Megatron had—that there had been a few dark weeks when Starscream had lost sight of himself enough that he'd _meant_ them. If Starscream was now acting like those days hadn't existed at all, Soundwave supposed it was an improvement.

"He may think it's a trap to test his loyalty—as you initially did," Shockwave said. "What do you think his reaction would be were he presented with evidence that a mutiny is not just hypothetical, but in progress?"

"Hard to say," Starscream said. "His commitment to any cause is... capricious. I wouldn't risk talking to him again this early in our planning."

Perhaps Starscream ought to bring up Breakdown next time—but no; if _Starscream _did that, Knock Out might dismiss him as being self-serving. As so many seemed to dismiss him. It would probably be better if Soundwave arranged a way to remind Knock Out who'd personally gone to rescue Breakdown when Megatron had written him off—and which of the two would be more likely to do the same for Knock Out.

Shockwave, meanwhile, had spoken with Predaking—after Knock Out, their highest hope, not because they thought him likely to be treasonous but because of what he could bring to the table on the off chance that he _was._

Shockwave had gotten a recording of the discussion. It was promising. All Shockwave had done was bring up the subject of Megatron's leadership and Predaking had started airing his grievances: "Yes, I have found myself chafing under Megatron's rule. He holds back my strength. Some—like _Starscream_—try to keep a leash on me like a wild animal when I'm on the battlefield," (Starscream winced at that) "but it's Megatron who decides which battlefields I'm permitted to join, isn't it? I feel there are some fights Megatron keeps me away from while I languish in Decepticon territory."

When Shockwave neutrally said, "Some," Predaking's scowl said the rest.

That resentment would be easy to use. Starscream and Soundwave would have to coach Shockwave on how best to talk Predaking around the rest of the way—he was no natural manipulator—but Predaking wouldn't be a hard case. The harder part would be convincing him to keep quiet until the right time—

Starscream snapped, "I don't like it."

A question mark flashed on Soundwave's screen.

Shockwave asked, "You don't like what?"

"Bringing the Predacon into it!" Starscream looked irritated; the irritation was a transparently thin mask over far more obvious nervousness. "I don't think he should be part of our little coup."

Soundwave stared at Starscream in shock.

Shockwave's tone didn't betray any emotions, but Soundwave felt there had to be similar surprise hidden behind his question, "Why not?"

Soundwave added, "'_I suppose we've _got_ to pursue the Predacon—he has better odds than any of us of taking down Megatron in single combat._'"

"I know what I said last time!" Starscream snapped. "But I've put more thought into it since then! If we invite him into Decepticon inner politics, what's going to get him back _out _of our politics? What's going to stop him from overthrowing _me _next? Huh? He already holds no respect for me!" Starscream pulled himself up to his full height, wings flipped straight up, as if bracing himself to be argued with.

And for a moment, Soundwave was prepared to argue. What reasoning was that to exclude the soldier who had the best odds of succeeding at the mission? Starscream was being cowardly—self-serving—acting out of fear because he was too weak to win if he _was_ challenged.

But when Soundwave tried to find the sound files to express this sentiment, they were all in Megatron's voice—and that gave him pause. He re-examined his train of thought. Soundwave wanted Starscream to be in charge, didn't he? Then why did Starscream need to prove he could beat a giant prehistoric dragon in battle to prove he deserved the position? What was cowardly about not wanting to fight a losing battle? The thought was absurd.

"Your concerns are—" Shockwave hesitated, "—valid. Predaking has a very strong 'might makes right' outlook. If we should encourage him, he may decide that as long as he has the might, he also has the right to seize Decepticon leadership himself."

Soundwave nodded slowly in agreement. Pity to lose the raw strength, but far safer. "'_Do not_'—'_invite him into Decepticon inner politics._' '_We should encourage him_'—'_to be_'—'_a wild animal._'"

Shockwave glanced at Soundwave. "A wild animal? Elaborate?"

Soundwave played back, "'_I have found myself chafing under Megatron's rule_,'" and then edited it: "'_Under_'—'_Decepticon_'—'_rule_.'"

"Yes, of course!" Starscream said jubilantly—disproportionately so, Soundwave felt. "If we convince him he is no longer beholden in any way to the Decepticon hierarchy, he won't care who's at the top of it—whether it's Megatron or me or anyone else! We may not be able to use him as an ally, but we _can _ensure he's not _Megatron's _ally!" Starscream looked to Shockwave for his opinion.

Shockwave nodded slowly. "He won't be interested in seizing control of Decepticon leadership if we don't give him a reason to be interested. Offering him freedom could do that," he mused. "In order to inform him that he will soon no longer be beholden to his alliance with Megatron but to ensure that he won't let Megatron know too soon and tip him off to our plans, I will have to divulge some of our objectives to make him understand the importance of secrecy. I will... have to put some thought into how to approach him."

"'_Keep us updated on your progress_,'" Soundwave said.

Shockwave nodded. "Of course."

At the sound of clattering armor, Soundwave turned toward Starscream. Starscream had all but collapsed back against one of Shockwave's work tables, supporting himself on the edge with his hands and aft. As if he'd just spent several days standing at attention with a gun against his head and his joints had given out in relief the moment the gun was lowered.

###

They agreed that Shockwave would not approach Predaking until they'd discussed a method to inform him of their plans while guaranteeing both that he'd keep quiet and that he'd use it as an excuse to leave the Decepticons rather than conquer them; Starscream was free to continue subtly feeling out Knock Out's loyalties but wasn't to recruit him until theyfelt they had more to offer him; and after identifying a few more likely candidates to approach, they had adjourned the meeting. They agreed upon a cover story for what "assistance" Starscream and Soundwave had supposedly been offering Shockwave in his lab, Shockwave and Starscream performed a handful of lines Soundwave could casually quote where Megatron could heard to lend authenticity to the story, and then Soundwave and Starscream had departed.

For the rest of the meeting, Soundwave had paid more attention than usual to Starscream's body language. It was noteworthy for how un-noteworthy it was. He was relaxed. Unstressed. Despite his wildly overdeveloped sense of paranoia, he hardly even seemed to notice Soundwave's unusually sharp focus on him.

When they'd been discussing Predaking, Starscream had almost looked terrified. How much of his fear had been of being devoured by Predaking and how much had been that Soundwave and Shockwave wouldn't take his side?

As they left, Soundwave said, "'_You're being unusually quiet._'" Soundwave spoke in Starscream's voice; those were the first words Starscream had said to Soundwave the day after Soundwave had taken his vow of silence. He'd been the first one to comment on Soundwave's silence.

"Am I?" Starscream asked. At Soundwave's nod, he said, "I'm simply thinking over the meeting. I'd... forgotten what it's like to not have all my ideas vetoed before I can explain them." Starscream laughed dryly. "Perhaps they _ought_ to be vetoed. I haven't contributed anything but objections and roadblocks, have I?"

Hadn't Soundwave nearly thought the same thing when Predaking came up? "'_Predaking_'—'is_ a danger,_'" Soundwave said. "'_Your concerns are—valid._'"

"Now you're just sucking up," Starscream said coolly.

"'_Do you think that I would knowingly say something I _don't_ think is logical?_'"

Starscream gave Soundwave a skeptical look, as if he still couldn't quite believe someone would unconditionally agree with his position.

As much as Soundwave had found himself unknowingly brainwashed to see any display of reasonable caution out of Starscream as self-centered cowardice, Starscream had also been brainwashed to think that was how everyone else would see him. And how often had he been wrong?

But Starscream didn't express his skepticism. Instead he fought down a pleased grin, rolled his optics, scoffed lightly, and said, "If you're going to keep quoting Shockwave like that, you'd better start keeping a 'logic' counter for yourself, too."

Soundwave nodded deeply to Starscream and displayed a 6 on his visor—of course he'd been keeping count. Starscream laughed in surprise.

As they exited Shockwave's lab, Soundwave made a mental note to track down some sound files later for a longer conversation with Starscream. Usually Soundwave got by just fine with the recent clips stored in his short-term RAM and the remembered quotes he could quickly call to mind; but occasionally he had to make a statement that called for some eloquence, and he had to choose between choppily cobbling together a sentence word by word like a ransom letter, or putting it off a little longer until he could fully search his own memory for the right sentences and phrases to convey his meaning the way he wanted.

And for this, he needed to speak properly to Starscream. Soundwave needed to tell Starscream that he didn't think Starscream's concerns were obstructions, that he thought Starscream's hesitance to act was more often than not prudence and not cowardice, and that Soundwave regretted having been convinced otherwise for so long. But there were few words in Soundwave's files that carried such gentle sentiments. The word "cowardice" was usually flung around as an accusation and almost never preceded by the word "not."

The words were already long overdue. Soundwave could wait a couple of days longer to ensure he got them right.

He transformed, waited for Starscream to follow suit, and opened a space bridge back to the _Nemesis._

**Notes for the Chapter:**

> Post for this chapter available on [tumblr](https://ckret2.tumblr.com/post/623664465530044416/thank-you-for-listening-soundwave-chapter-2). Comments/reblogs there are highly appreciated (as are comments here)!


End file.
